ARTICLE I

a) Regular membership is open to all persons 18
years or older who are in good standing with the American Kennel Club, and who subscribe
to the purposes of the Newfoundland Club of America, Inc. These members will have full
voting privileges, if current dues are paid.

b) Junior Membership: Open to persons 10 through
17 years of age. Juniors cannot vote or hold office. However, they may convert to regular
membership upon reaching their 18th birthday.

c) Honorary-Life membership is for persons who
have made an outstanding contribution to the Newfoundland Breed. These members will enjoy
all privileges of membership including the right to vote and to hold office.

a) Membership dues shall
be assessed annually for all Regular and Junior members, and shall be payable on or before
the first of July each year.

b) The amount of
the dues of each membership category shall be determined by a majority decision of the
full membership of the Board of Directors prior to March 1 of each year in order to take
effect the following July 1. In any year when the Board has not acted by March 1st to
change the amount, the dues for the current year shall continue in effect for the ensuing
year.

c) Honorary-Life members
are exempt from all dues and levies.

No member may vote whose dues are not paid for the current year. During the month of
May each member shall be sent a statement of dues for the ensuing year.

a) Election to regular membership. Each applicant for membership
shall apply on a form as approved by the Board of Directors and which shall provide that
the applicant agrees to abide by the Constitution and By-Laws of this Club, and rules of
the American Kennel Club. The application shall carry the endorsement of two members in
good standing, and the applicant shall submit dues payment for the current year to the
membership chairman.

The applicant's name(s) shall be published in a club publication following initial
Board approval, and any comments received by the Membership Chairman within 30 days of
publication shall be forwarded to the Recording Secretary to be included in the material
distributed to Board members prior to final consideration by the Board. During final
consideration, an applicant must receive a favorable vote of 2/3 of the Board members
conducted by secret ballot. The Board may deny membership for any reason and is not
required to give reasons for denial of membership.

Applications which have received unfavorable action at a Board Meeting may be presented
by the applicant's endorsers at the next meeting of the Club and may be elected by a
favorable vote of 75% of the members in attendance at a meeting of the Club. Otherwise, no
applicant who has been rejected at any meeting may be again considered at any meeting held
within twelve months after the date of the last such rejection.

b) Election to Honorary-Life Membership. Honorary-Life members may
be proposed by a Board member or Club member through the Corresponding Secretary. Election
will be by 2/3 favorable vote of the Board of Directors, voting by secret ballot.

a) resignation. Any
member in good standing may resign from the Club upon written notice to the membership
chairman; but resignation shall not affect or cancel any obligation for dues or any other
debt to the Club which has accrued prior to resignation.

b) lapsing. A membership
may be considered lapsed and automatically terminated if such member's dues remain unpaid
60 days after the first day of the fiscal year. In no case may a person be entitled to
vote at any Club meeting whose dues or other financial obligations to the Club or Club
sponsored functions are unpaid as of the date of that meeting.

c) expulsion. A
membership may be terminated by expulsion as provided in Article VI of these By-Laws.

ARTICLE II

Section 1. Annual
Meeting. The annual meeting of the Club shall be held in March, April or May of each
year, at such time and place as may be designated by the President. Written notice of each
such meeting shall be mailed by the Recording Secretary at least 21 days prior to the date
of the meeting. The quorum for such a meeting shall be 1/10 of the members in good
standing.

Section 2. Special
Club Meetings. Special club meetings may be called by the President or by a majority
vote of the members of the Board at any regular or mail meeting of the Board, or by the
Recording Secretary upon receipt of a petition signed by 10% of the members of the Club
who are in good standing. Such special club meetings shall be held at such time and place
as may be designated by the President. Written notice of such meeting shall be mailed by
the Recording Secretary at least 30 days and not more than 60 days prior to the date of
the meeting; and said notice shall state the purpose of the meeting; and no other Club
business may be transacted. The quorum for such a meeting shall be 1/10 of the members in
good standing.

Section 3. Annual
Meeting of the Board of Directors. The annual meeting of the Board of Directors shall
be held in March, April, or May of each year, immediately following the Annual Meeting of
the Club, as provided in Section 1 of this Article. The quorum for such meetings shall be
seven directors present and voting.

Section 4. Special
Board Meetings. Special Board meetings may be called by the President or by a majority
vote of the Board. Such special Board meetings, whether, face-to-face, or by conference
call, shall be held at such time and place as may be designated by the President. Written
notice of such meeting shall be mailed by the Recording Secretary at least 14 days and not
more than 60 days prior to the meeting, unless such time limit is waived by the President
for cause. The quorum for such meetings shall be seven directors.

Section 5. Regular Board Meetings by Mail. Such meetings
shall be called by the President whenever it becomes necessary to transact the business of
the Club. The Recording Secretary will act as the clearing house for such meetings. Seven
written replies from the Directors acceptable under the conditions set forth in Section 6
of this Article will constitute a quorum.

Section 6. Conduct of Mail Meetings. Upon notice from the
President that the Mail Meeting is to be held, the Recording Secretary will circulate to
the Board an initial letter stating the business to be transacted. Replies will be made to
the Recording Secretary. A Board member must mail a reply to each circular of the
Recording Secretary by the deadline established by the Recording Secretary to be counted
as "attending" the meeting. Directors may vote on the issue as received or may
write discussion to be considered if there are insufficient votes to settle the matter. If
issues are not settled on the first exchange of letters and sufficient discussion is
presented to warrant further correspondence, the Recording Secretary may then circularize
the Board in the same manner until a deciding vote is cast. At the close of the meeting,
the Recording Secretary will advise the Board members of all decisions reached; this
advice will then constitute the minutes.

ARTICLE III

Section 1. Board
of Directors. The Board of Directors shall be comprised of twelve members, all of whom
shall be members in good standing who are residents of the United States. They shall be
elected for two year terms as provided in Article IV. Six members shall be elected each
year. General management of the Club's affairs shall be entrusted to the Board of
Directors. The officers shall be elected by the directors from among the directors.

Section 2. Officers.
The officers of this Club shall consist of a President, a first Vice-President, a second
Vice-President, a Treasurer, a Recording Secretary and a Corresponding Secretary. The
officers shall be elected by the directors from among the directors, as proposed by
Article IV, Section 2, of these By-Laws and shall serve in their respective capacities at
all meetings of the Club and, so far as may be appropriate, at all meetings of the Board
of Directors. The Board of Directors at their meeting following the Annual Meeting of the
Club shall appoint from their number or from the membership at large, a delegate to the
American Kennel Club to serve for a term not less than two years. If the delegate
appointed is not a Board Member, he shall have the privilege of attending Board meetings
to report on AKC activities, express his opinion on matters under discussion, but shall
have no vote.

The immediate past President is entitled to become a non-voting member of the Board of
Directors for a period of two years.

a) President. The President shall preside at
all meetings of the Club and of the Board, and shall have the duties and powers normally
appurtenant to the office of President, in addition to those particularly specified in
these By-Laws.

b) Vice President. The two Vice-Presidents
shall have the powers and exercise the duties of the President in case of the President's
death, absence or incapacity, in the order of their election.

c) Recording Secretary. The Recording
Secretary shall keep a record of all meetings of the Club and of the Board, and of all
matters of which a record shall be ordered by the Club. He shall notify members of
meetings, notify officers and directors of their election to office, keep a roll of the
members of the Club with their addresses, present the names of proposed new members as
received from the Membership Chairman, and carry out such other duties as prescribed in
these By-Laws.

d) Corresponding Secretary. The
Corresponding Secretary shall have charge of answering all inquiries directed to the Club,
and such other correspondence as may be delegated to him.

e) Treasurer. The Treasurer shall collect
and receive all monies due or belonging to the Club. Monies shall be deposited in a bank
approved by the Board, in the name of the Club. The books shall at all times be open to
inspection of the Board and a report shall be given at every meeting of the condition of
the Club's finances and every item of receipt of payment not before reported; and at the
annual meeting an accounting shall be rendered of all monies received and expended during
the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of
Directors shall determine.

Section 3. Attendance. Any board
member who fails to attend two meetings for just cause, in a Club year may be removed by a
2/3 vote of the Board.

Section 4. Vacancies.
Any vacancy occurring on the Board during the year shall be filled for the unexpired term
of office by a majority vote of the members of the Board at its first meeting following
such vacancy except that a vacancy in the office of President shall be filled
automatically by the First Vice-President; the resulting vacancy of the First
Vice-President shall be filled automatically by the Second Vice-President, and the
resulting vacancy shall be filled by the Board.

ARTICLE IV

Section 1. Club Year.
The Club's Fiscal year shall begin on the first day of July and end on the 30th day of
June. The Club's official year shall begin immediately at the conclusion of the Annual
Meeting and continue through the next Annual Meeting.

a) Annual
Meetings of the Members. The Annual Meeting of the Club shall be held in accordance with
Article II, Section 1. The Directors chosen by secret ballot from among those nominated in
accordance with Section 4 of this Article shall take office immediately upon the
conclusion of the Annual Meeting of the members.

b) Annual Meeting
of the Board of Directors. The Annual Meeting of the Board of Directors shall be held in
accordance with Article II, Section 3. At this meeting, the Board shall elect the Officers
from among its members. These officers shall serve until the next Annual Meeting of the
Directors, or until their successors have been duly elected. Each retiring officer shall
turn over to his successor in office all records and properties related to that office,
within 30 days after the election of his successor. Any retiring officer who fails to turn
over such records and properties within 30 days may be suspended from all privileges of
the Club until the transfer is effected.

Section 3. Elections.
No person may be a candidate in a Club election who has not been nominated in accordance
with these By-Laws. No later than December 1, the Board of Directors shall select a
nominating committee consisting of five members and their alternates in good standing, not
more than one of whom shall be a member of the Board. The Board of Directors shall name a
chairman for the Committee. The Nominating Committee may conduct its business by mail.

a) The Nominating Committee shall
nominate from among the eligible members of the Club six candidates for the position of
Director, to replace those six Directors whose terms will expire at the next Annual
Meeting, and shall procure the acceptance of each such nominee so chosen. The committee
shall then submit its slate of candidates to the Recording Secretary on or before
September 1st. The Recording Secretary shall mail the list of nominations to each member
of the Club on or before September 15th, so that additional nominations may be made by
members of the Club on or before September 15, so that additional nominations may be made
by members if they so desire.

b) Additional nominations of eligible
members may be made by written petition, addressed to the Recording Secretary and received
at his regular address on or before November 1, signed by thirty members in good standing
and accompanied by the written acceptance of each such additional nominee signifying his
willingness to be a candidate.

c) If no valid additional nominations are
received by the Recording Secretary on or before November 1, the Nominating Committee's
slate shall be declared elected as of February 1, to take office at the next Annual
Meeting of the Board, and no balloting will be required. The Recording Secretary shall
inform the membership on or before February 1 if no balloting is required.

d) If one or more valid additional
nominations are received by the Recording Secretary on or before November 1. he shall on
or before December 15th, mail to each voting member in good standing a ballot listing all
of the nominees in alphabetical order, together with a blank envelope and a return
envelope addressed to the Recording Secretary and marked "Ballot" and the name
of the member to whom it was sent. So that the ballots may remain secret, each voter,
after marking his ballot shall seal it in the blank envelope which in turn shall be placed
in the second envelope addressed to the Recording Secretary. Ballots to be considered must
be received by the Recording Secretary by February 1. The ballots shall be counted by an
independent or professional firm or by three inspectors, none of whom are candidates.
Three inspectors and three alternates shall be timely appointed by the six Board members
whose terms will not expire at the next Annual Meeting. The candidates receiving the
largest numbers of votes shall be elected to the vacancies on the Board of Directors. The
inspectors shall certify the results of the voting prior to February 21st. Results shall
be announced in the Annual Meeting Notice. If any director-elect is unable to serve for
any reason, the vacancy so created shall be filled by the new Board of Directors, in the
manner provided by Article III, Section 3, of these By-Laws.

e) Nominations cannot be made at the annual
meeting or in any manner other than as provided above.

ARTICLE V

Section 1. The Board of Directors will each
year appoint standing committees to advance the work of the Club. Such committees shall
always be subject to the final authority of the Board. The Board may at its discretion
determine the size and composition of any committee. Special committees may also be
appointed by the Board to aid it on particular projects. The chairman of each committee
shall submit an annual report to the Recording Secretary no later than January 2.

Section 2. The Chairman of each NCA
committee shall be appointed annually by the Board of Directors for a term of one year.
The Board may choose to recommend additional members for each committee appointed.

Section 3. Any committee appointment may be
terminated by a majority vote of the full membership of the Board upon written notice to
the appointee; and the Board may appoint successors to those persons whose service has
been terminated. Each retiring committee chairman or members shall turn over all records
and properties relating to the committee to this successor, or, if the committee has been
dissolved, to the Recording Secretary, within 30 days after he has been notified of the
termination of his office. Any person who fails to do so within 30 days may be suspended
from all privileges of the Club until the transfer is effected.

Section 4. Any policy change proposed by a
committee must be referred to the Board for consideration. Resulting policy changes must
appear in an official communication of the NCA to the general membership.

ARTICLE VI

Section 1. American Kennel Club Suspension. Any member who
is suspended from the privileges of the American Kennel Club automatically shall be
suspended from the privileges of this Club for a like period.

Section 2. Charges.
Any member may prefer charges against another member for alleged action prejudicial to the
best interests of the Club or the Breed and/or failure to abide by the Constitution,
By-Laws, or Ethics Guide of this Club. Written charges with specifications must be filed
with the Recording Secretary, together with a deposit of $100.00 which shall be forfeited
if such charges are not sustained. The Secretary shall promptly send a copy of the charges
to each member of the Board or present them at a Board meeting. The Secretary will also
send copies of the charges to the defendant who shall have the opportunity to submit
written documents to the Board. The Board shall first consider whether the actions alleged
in the charges, if proven, might constitute action prejudicial to the best interest of the
Club or the Breed. If the Board considers that the charges do not allege conduct which
would be prejudicial to the best interest of the Club or of the Breed, or falls under the
jurisdiction of the American Kennel Club, it may refuse to entertain jurisdiction. If the
Board decides to entertain jurisdiction, the Recording Secretary shall so inform the
parties to the complaint and shall send one copy of the charges by certified mail together
with a notice of the hearing. The hearing shall be held at the next regularly scheduled
face to face meeting of the Board, unless the date of that meeting would be less than 21
days from the date of the hearing notice. In that event or should the Board decide that
such scheduling does not allow adequate preparation time to the Board, or to either or
both parties, the hearing date shall be put over until the following face to face meeting.

Section 3. Board
Hearing. Should either party to the proceeding choose to be represented by counsel, he
shall so inform the Recording Secretary no later than 30 days prior to the date of the
hearing. The Recording Secretary shall promptly inform the other party. Should the charges
be sustained, after hearing all the evidence and testimony presented by the complainant
and defendant, the Board may, by a majority vote of those present suspend the defendant
from all privileges of the Club for not more than six months from the date of the hearing.
And, if it deems that punishment insufficient, the Board may also recommend to the
membership that the penalty be expulsion. In such case the suspension shall not restrict
the defendant's right to appear before his fellow members at the ensuing Club meeting
which considers the Board's recommendation. Immediately after the Board has reached a
decision, its findings shall be put in written form and filed with the Recording
Secretary. The Recording Secretary, in turn, shall notify each of the parties of the
Board's decision and penalty, if any.

Section 4. Expulsion.
Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the
Club following a hearing and upon the recommendation of the Board as provided in Section 3
of this Article. The defendant shall have the privilege of appearing in his own behalf
though no evidence shall be taken at this meeting. The President shall read the charges
and the findings and recommendations, and shall invite the defendant, if present, to speak
in his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion.
A 2/3 vote of those present and voting at the annual meeting shall be necessary for
expulsion. If expulsion is not so voted the suspension shall stand.

ARTICLE VII

Section 1. Amendments to the Constitution
and By-Laws. The Standard for the Breed and the Ethics Guide may be proposed by the Board
of Directors or by written petition addressed to the Recording Secretary signed by 20% of
the members in good standing. Amendments proposed by such petition shall be promptly
considered by the Board of Directors. All amendments shall be submitted to the membership,
inviting comment from the members. No less than 60 days, and no later than four months
after submission to the membership the Board shall report on such proposal(s) to the Club
and present the same for action.

Section 2. The Constitution and By Laws, the
Standard for the Breed and the Ethics Guide may be amended at any time provided a copy of
the proposed amendment has been mailed by the Secretary to each member in good standing on
the date of the mailing, accompanied by a ballot in which a choice for or against the
action to be taken shall be indicated. Dual envelope procedures described in Article IV,
Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote.
Notice with such ballots shall specify a date not less than 30 days after the date
postmarked by which date the ballots must be returned to the Secretary to be counted. The
favorable vote of 2/3 of the members in good standing who return valid ballots within the
time limit shall be required to affect any such amendment.

Section 3. No amendment to the Constitution
and By-Laws or to the Standard for the Breed that is adopted by the Club shall become
effective until it has been approved by the Board of Directors of the American Kennel
Club.

ARTICLE VIII

Section 1. The Club may be dissolved at any
time by the written consent of not less than 2/3 of the members. In the event of the
dissolution of the Club other than for the purposes of re-organization, whether voluntary
or involuntary or by operation of law, none of the property of the Club nor any proceeds
thereof, nor any assets of the Club shall be distributed to any members of the Club, but
after payment of the debts of the Club, its property and assets shall be given to a
charitable organization for the benefit of dogs as selected by the Board of Directors.